-
Combination Creates Global Leader in Wired and Wireless
Connectivity Solutions
-
Expands Addressable Opportunities in Consumer, Industrial and
Communications Markets
-
Identified Synergies of $32 Million; Expected to be Immediately
Accretive to EPS on Non-GAAP Basis
HILLSBORO, Ore. & SUNNYVALE, Calif.--(BUSINESS WIRE)--Jan. 27, 2015--
Lattice Semiconductor Corporation (NASDAQ: LSCC), a leading provider of
programmable connectivity solutions, and Silicon Image, Inc. (NASDAQ:
SIMG), a leading provider of wired and wireless connectivity solutions,
today announced that they have signed a definitive agreement, pursuant
to which Lattice will acquire Silicon Image in an all-cash tender offer
of $7.30 per share, representing an equity value of approximately $600
million (or approximately $450 million on an enterprise value basis) and
a 34.6% premium to the average closing price over the last 90 trading
days and a 23.7% premium to the closing price on January 26th.
Key Benefits of the Transaction
-
Increased Strategic Relevance for Customers
-
Allows combined entity to drive early collaboration during product
design and ultimately deliver optimized ASSP solutions, resulting
in deeper, more meaningful relationships with customers
-
Revenue Expansion Opportunities
-
Increased market presence and combined product offering will
result in greater lifetime revenue opportunities
-
Strong Combined IP Portfolio
-
Proprietary low-power, small form factor and low-cost FPGA
technology enables programmable connectivity in a broad range of
markets
-
Leading provider of IP with proven implementations for worldwide
standards
-
Creates Economies of Scale With Meaningful Synergies
-
Expected to be immediately accretive on a non-GAAP basis through
efficiencies in operating expenses and supply chain
-
At least $32 million in annual synergies which are expected to be
realized within one year after the closing of the transaction
Darin G. Billerbeck, Lattice Semiconductor’s President and Chief
Executive Officer, said, “This is a truly transformative event for both
Lattice Semiconductor and Silicon Image. For the first time in the
semiconductor industry, a single company will combine the design
flexibility and time to market benefits of FPGAs, with the highly
integrated, function and cost optimization benefits of ASSP solutions.
We are excited to move forward with Silicon Image and confident we will
be able to drive higher revenue and earnings growth, through the
benefits of better economies of scale and material cost synergies. We
expect this transaction to be immediately accretive on a non-GAAP basis.”
Camillo Martino, Chief Executive Officer of Silicon Image, commented,
“We are excited to move forward with this unique business combination.
Lattice’s management team has a strong track record of execution and
operational excellence, both critical to the continued expansion of our
product portfolio and ability to support our customer’s evolving
requirements. Importantly, Lattice shares our commitment to building
upon Silicon Image’s rich history of standards creation and the
development of new wired and wireless connectivity innovations. This
transaction is the culmination of a strategic process conducted under
the direction of our board of directors, and represents a significant
creation of value for our shareholders.”
Mr. Billerbeck concluded, “Lattice created the market for programmable
connectivity solutions in the consumer market, capitalizing on our
strong foothold in the communications and industrial markets. Silicon
Image has successfully established numerous global technology standards,
and built a highly valued intellectual property portfolio in wired
connectivity, millimeter wave wireless technology and software services
solutions. Our respective technical capabilities, product portfolios and
visions for the future are complementary and will be even more powerful
when combined. Lattice is fully committed to building upon the
foundation established by Silicon Image in helping establish industry
standards, investing in new technologies and driving them to market,
which in turn should provide us with greater access to our customers’
roadmaps and unique insight into their product development.”
Additional Transaction Details
The transaction has been unanimously approved by the boards of directors
of both companies and is expected to close by the end of March 2015.
Pursuant to the definitive agreement, a subsidiary of Lattice
Semiconductor will commence a tender offer for 100% of the outstanding
shares of Silicon Image common stock for $7.30 per share in cash. The
tender offer is required to be commenced within 10 business days and to
remain open for at least 20 business days after launch. Following
successful completion of the tender offer, any shares not acquired in
the tender offer will be acquired in a second-step merger at the same
per share cash price. The directors and executive officers of Silicon
Image have agreed to tender their shares in the tender offer. Closing of
the tender offer is subject to customary closing conditions, including
the expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and there being validly
tendered and not withdrawn a number of shares of Silicon Image common
stock equal to at least a majority of the total outstanding shares of
Silicon Image common stock. The transaction will be funded through a
combination of cash on hand and new debt financing. The Company has
received a financing commitment of $350 million from Jefferies Finance
LLC. The proposed transaction is not subject to a financing condition.
Jefferies LLC is serving as the financial adviser to Lattice
Semiconductor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as
legal adviser. Barclays PLC is serving as the financial adviser to
Silicon Image and Fenwick & West LLP is serving as legal adviser.
Acquisition Conference Call / Webcast Details
Lattice Semiconductor will hold a conference call to discuss the
proposed acquisition of Silicon Image on Tuesday, January 27, 2015 at
8:00 a.m. Eastern Time. The conference call-in number is 1-888-286-6281
or 1-706-643-3761 with conference identification number 73009766. A live
webcast of the conference call will also be available on Lattice's
website at www.latticesemi.com.
Presentation materials will be available prior to the conference call on
the investor relations section of Lattice Semiconductor’s website at www.lscc.com.
A replay of the call will be available approximately two hours after the
conclusion of the live call through 11:59 p.m. Eastern Time on February
9, 2015, by telephone at 1-404-537-3406. To access the replay, use
conference identification number 73009766. A webcast replay will also be
available on Lattice's investor relations website at www.latticesemi.com.
About Lattice Semiconductor
Lattice Semiconductor (NASDAQ: LSCC) is the leader in low power, small
form factor, low cost, customizable solutions for a quickly changing
connected world. From making smart consumer devices smarter, to enabling
intelligent industrial automation, or connecting anything to everything
in communications, electronics manufacturers around the world use
Lattice's solutions for fast time to market, product innovation, and
competitive differentiation. For more information, visit www.latticesemi.com.
You can also follow us via LinkedIn, Twitter, Facebook or RSS.
About Silicon Image
Silicon Image (SIMG) is a leading provider of multimedia connectivity
solutions and services for mobile, consumer electronics and PC markets.
Silicon Image’s semiconductor and intellectual property products feature
wireless and wired technologies that deliver connectivity across a wide
array of devices in the home, office and on the go. Silicon Image has
driven the creation of the industry standards HDMI®, DVI™, MHL® and
WirelessHD®, and offers manufacturers comprehensive standards
interoperability and compliance testing services via its wholly-owned
subsidiary, Simplay Labs. For more information, visit http://www.siliconimage.com/.
This communication does not constitute an offer to buy or a solicitation
of an offer to sell any securities. No tender offer for the shares of
Silicon Image, Inc. has commenced at this time. In connection with the
proposed transaction, Lattice Semiconductor may file tender offer
documents with the U.S. Securities and Exchange Commission (“SEC”). Any
definitive tender offer documents will be mailed to shareholders of
Silicon Image. INVESTORS AND SECURITY HOLDERS OF SILICON IMAGE ARE
URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain free copies of these documents
(if and when available) and other documents filed with the SEC by
Lattice Semiconductor through the Web site maintained by the SEC at http://www.sec.gov
or through Secretary, Lattice Semiconductor Corporation, 5555 NE Moore
Court, Hillsboro, Oregon 97124-6421.
Forward-Looking Statements Notice:
The foregoing paragraphs contain forward-looking statements that involve
estimates, assumptions, risks and uncertainties. Any statements about
expectations, beliefs, plans, objectives, assumptions or future events
or performance are not historical facts and may be forward-looking.
Words or phrases such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,”
“may,” “will,” “should,” “continue,” “ongoing,” “future,” “potential”
and similar words or phrases identify forward-looking statements. The
forward-looking statements in this document address a variety of
subjects including, for example, the expected date of closing of the
acquisition and the potential benefits of the merger. Forward-looking
statements involve estimates, assumptions, risks and uncertainties that
could cause actual results to differ materially from those expressed in
the forward-looking statements. The following factors, among others,
could cause actual results to differ materially from the forward-looking
statements: the risk that the transaction will not close when expected
or at all; the risk that the operations of the two companies will not be
integrated successfully; the failure to achieve the anticipated benefits
and synergies of the transaction; the risk that Lattice or Silicon
Image’s business will be adversely impacted during the pendency of the
transaction; costs associated with the transaction; matters arising in
connection with the parties’ efforts to comply with and satisfy
applicable regulatory approvals and closing conditions relating to the
transaction; and other events that could adversely impact the completion
of the transaction, including industry or economic conditions outside of
the control of Lattice and Silicon Image. In addition, actual results
are subject to other risks and uncertainties that relate more broadly to
Lattice and Silicon Image’s overall business, including those more fully
described in Lattice’s filings with the SEC including its annual report
on Form 10-K for the fiscal year ended December 28, 2013, and Lattice’s
quarterly reports filed on Form 10-Q for the 2014 fiscal year, and those
more fully described in Silicon Image’s filings with the SEC including
its annual report on Form 10-K for the fiscal year ended December 31,
2013, and its quarterly reports filed on Form 10-Q for the 2014 fiscal
year.
You should not unduly rely on forward-looking statements because actual
results could differ materially from those expressed in any
forward-looking statements. In addition, any forward-looking statement
applies only as of the date on which it is made. Neither Lattice nor
Silicon Image plan to, and undertake no obligation to, update any
forward-looking statements to reflect events or circumstances that occur
after the date on which such statements are made or to reflect the
occurrence of unanticipated events.
Lattice Semiconductor Corporation, Lattice (& design), L (& design),
are either registered trademarks or trademarks of Lattice Semiconductor
Corporation or its subsidiaries in the United States and/or other
countries.
GENERAL NOTICE: Other product names used in this publication are for
identification purposes only and may be trademarks of their respective
holders.
Source: Lattice Semiconductor Corporation and Silicon Image, Inc.
For Lattice Semiconductor:
Lattice Semiconductor Corporation
Joe
Bedewi, 503-268-8000
Chief Financial Officer
or
Global IR
Partners
David Pasquale, 914-337-8801
lscc@globalirpartners.com
or
For
Silicon Image, Inc.:
Alex Chervet, 408-616-4153
Alex.Chervet@siliconimage.com